The following discussion contains various forward-looking statements within the meaning of Section 21E of the Exchange Act. Although we believe that, in making any such statement, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. When used in the following discussion, the words "anticipates," "believes," "expects," "intends," "plans," "estimates" and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those anticipated. Factors that could cause actual results to differ materially from those anticipated, certain of which are beyond our control, are set forth herein and in our "Cautionary Statement" filed as an exhibit hereto..

Our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking statements. Accordingly, we cannot be certain that any of the events anticipated by forward-looking statements will occur or, if any of them do occur, what impact they will have on us. We caution you to keep in mind the cautions and risks described in this document and to refrain from attributing undue certainty to any forward-looking statements, which speak only as of the date of the document in which they appear. We do not undertake to update any forward-looking statement.

Overview

Wireless Ronin Technologies, Inc. is a Minnesota corporation that has designed and developed application-specific visual marketing solutions. We provide dynamic digital signage solutions targeting specific retail and service markets through a suite of software applications collectively called RoninCast®. RoninCast® is an enterprise-level content delivery system that manages, schedules and delivers digital content over wireless or wired networks. Our solution, a digital alternative to static signage, provides our customers with a dynamic visual marketing system designed to enhance the way they advertise, market and deliver their messages to targeted audiences. Our technology can be combined with interactive touch screens to create new platforms for conveying marketing messages.

Our Sources of Revenue

We generate revenues through system sales, license fees and separate service fees, including consulting, content development and implementation services, as well as ongoing customer support and maintenance, including product upgrades. We currently market and sell our software and service solutions through our direct sales force.

Our Expenses

Our expenses are primarily comprised of three categories: sales and marketing, research and development and general and administrative. Sales and marketing expenses include salaries and benefits for our sales associates and commissions paid on sales. This category also includes amounts spent on the hardware and software we use to prospect new customers including those expenses incurred in trade shows and product demonstrations. Our research and development expenses represent the salaries and benefits of those individuals who develop and maintain our software products including RoninCast® and other software applications we design and sell to our customers. Our general and administrative expenses consist of corporate overhead, including administrative salaries, real property lease payments, salaries and benefits for our corporate officers and other expenses such as legal and accounting fees.

Significant Accounting Policies and Estimates

A discussion of our significant accounting policies was provided in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2008. There were no significant changes to these accounting policies during the first nine months of 2009.

Results of Operations



The following table sets forth, for the periods indicated, certain unaudited
consolidated statements of operations information ($000):



                                                                         Three Months Ended
                             September 30,     % of total          September 30,        % of total          $ Increase        % Increase
                                2009              sales                2008                sales            (Decrease)        (Decrease)
 Sales                      $      1,076               100 %      $         1,950               100 %      $        (874 )            (45 %)
 Cost of sales                       714                66 %                1,848                95 %             (1,134 )            (61 %)
Gross profit (exclusive
of depreciation and
amortization shown
separately below)                    362                34 %                  102                 5 %                260              255 %
 Sales and marketing
expenses                             563                52 %                  927                48 %               (364 )            (39 %)
 Research and development
expenses                             690                64 %                  793                41 %               (103 )            (13 %)
 General and
administrative expenses            1,396               130 %                2,838               146 %             (1,442 )            (51 %)
 Depreciation and
amortization expense                 191                18 %                  296                15 %               (105 )            (36 %)
 Total operating expenses          2,840               264 %                4,854               249 %             (2,014 )            (42 %)
 Operating loss                   (2,478 )            (230 %)              (4,752 )            (244 %)            (2,274 )            (48 %)
 Other income (expenses):
 Interest expense                     (1 )              (0 %)                  (5 )              (0 %)                (4 )            (80 %)
 Interest and other
income                                 8                 1 %                  122                 6 %               (114 )            (93 %)
 Total other income
(expense)                              7                 1 %                  117                 6 %               (110 )            (94 %)
 Net loss                   $     (2,471 )            (230 %)     $        (4,635 )            (238 %)     $      (2,164 )            (47 %)


                                                                            Three Months Ended
                             September 30,     % of total          September 30,        % of total          $ Increase        % Increase
                                 2009             sales                  2008              sales            (Decrease)        (Decrease)
 United States              $        868                81 %      $         1,817                93 %      $        (949 )            (52 %)
 Canada                                5                 1 %                  133                 7 %               (128 )            (96 %)
 Other International                 203                19 %                    -                 -                  203              100 %
 Total Sales                $      1,076               100 %      $         1,950               100 %      $        (874 )            (45 %)

                                                                         Nine Months Ended
                            September 30,     % of total          September 30,        % of total          $ Increase        % Increase
                               2009              sales                2008                sales            (Decrease)        (Decrease)
 Sales                     $      3,472               100 %      $         5,480               100 %      $      (2,008 )            (37 %)
 Cost of sales                    2,617                75 %                4,917                90 %             (2,300 )            (47 %)
Gross profit (exclusive
of depreciation and
amortization shown
separately below)                   855                25 %                  563                10 %                292               52 %
 Sales and marketing
expenses                          1,997                58 %                3,257                59 %             (1,260 )            (39 %)
 Research and
development expenses              1,629                47 %                1,837                34 %               (208 )            (11 %)
 General and
administrative expenses           4,736               136 %                8,917               163 %             (4,181 )            (47 %)
 Depreciation and
amortization expense                583                17 %                  884                16 %               (301 )            (34 %)
 Total operating
expenses                          8,945               258 %               14,895               272 %             (5,950 )            (40 %)
 Operating loss                  (8,090 )            (233 %)             (14,332 )            (262 %)            (6,242 )            (44 %)
 Other income
(expenses):
 Interest expense                    (6 )              (0 %)                 (18 )              (0 %)               (12 )            (67 %)
 Interest and other
income                               67                 2 %                  558                10 %               (491 )            (88 %)
 Total other income
(expense)                            61                 2 %                  540                10 %               (479 )            (89 %)
 Net loss                  $     (8,029 )            (231 %)     $       (13,792 )            (252 %)     $      (5,763 )            (42 %)


                                                                            Nine Months Ended
                            September 30,     % of total          September 30,        % of total          $ Increase        % Increase
                                2009             sales                  2008              sales            (Decrease)        (Decrease)
 United States             $      3,059                88 %      $         4,704                86 %      $      (1,645 )            (35 %)
 Canada                             122                 4 %                  772                14 %               (650 )            (84 %)
 Other International                291                 8 %                    4                 0 %                287             7175 %
 Total Sales               $      3,472               100 %      $         5,480               100 %      $      (2,008 )            (37 %)

Sales

Our sales totaled $1,076 for the three months ended September 30, 2009, compared to $1,950 for the same period in the prior year, a decrease of $874 or 45%. The year-over-year decline in revenue was primarily attributable to the lower levels of revenue generated from a slowly recovering automotive industry and limited deployment of digital menu boards for quick serve restaurants. During the third quarter of 2009, we recognized $170 of revenue from Chrysler LLC and BBDO (Detroit/Windsor), which is an advertising agent for Chrysler, and $72 from KFC, compared to $337 and $446 for the same period in the prior year, respectively. The balance of the decline in revenue was due to a software order we received from Dimensional Innovations totaling $518 during the three months ended September 30, 2008 compared to $0 for the current quarter. Our revenues for the first nine months of 2009 totaled $3,472 compared to $5,480 for the same period in the prior year, a decrease of $2,008 or 37%. The additional decline in revenue when comparing the first nine months of 2009 to 2008 was primarily due to lower hardware sales as certain customers are choosing to contract directly with our display suppliers, thus resulting in lower hardware sales. During the first nine months of 2009 we recognized $1,244 of hardware sales compared to $1,998 for the same period in the prior year, representing a decline of $754 or 38%. In addition to the lower levels of sales to the automotive industry referred to above, the Company also had fewer digital menu board store deployments for KFC during the first nine months of 2009, when compared to the same period in the prior year. Revenue generated outside of the U.S. and Canada increased $287 during the first nine months of 2009 when compared to the same period in the prior year as a result of an increase in sales with Thomson Reuters. Due to the current recession, we are not able to predict or forecast our future revenues with any degree of precision at this time.

Cost of Sales

Our cost of sales decreased 61% or $1,134 to $714 for the three months ended September 30, 2009 compared to the same period in the prior year. Cost of sales for the first nine months of 2009 totaled $2,617 compared to $4,917 for the same period in the prior year. The decrease in cost of sales for both periods was due to the lower levels of hardware and service sales and also a reduction in compensation and related employee costs due to the workforce reductions taken in the third and fourth quarter of 2008 to better match our infrastructure and expenses with sales levels and current client projects.

Operating Expenses

Our operating expenses decreased 42% or $2,014 to $2,840 for the three months ended September 30, 2009 compared to the same period in the prior year. Operating costs for the first nine months of 2009 totaled $8,945 compared to $14,895 for the same period in the prior year.

Sales and marketing expense includes the salaries, employee benefits, commissions, stock compensation expense, travel and overhead costs of our sales and marketing personnel, as well as trade show activities and other marketing costs. Total sales and marketing expenses were lower by $364 and $1,260 in the third quarter and first nine months of 2009, respectively, when compared to the same periods in the prior year. The 39% and 39% declines, respectively, related to a decrease in compensation and benefits, along with lower travel related expenses, as a result of the workforce reductions taken in the third and fourth quarter of 2008. In addition, we reduced the level of spending related to tradeshows and other marketing initiatives in the first nine months of 2009 when compared to the same period in the prior year. Compensation and benefits, including stock compensation expense totaled $452 and $1,380 for the third quarter and first nine months of 2009, respectively, compared to $636 and $1,795 for the same periods in the prior year. Travel expenses were $50 and $158 for the third quarter and first nine months of 2009, respectively, compared to $75 and $396 for the same periods in the prior year. Tradeshows and other marketing initiatives during the third quarter and first nine months of 2009 totaled $49 and $412, respectively, compared to $197 and $962 during the same periods in the prior year. We traditionally incur higher levels of tradeshow expenditures in the first quarter of our fiscal year compared to the remaining three quarters. Any increased revenues and associated commissions may offset any future reduction in marketing expenditures.

Research and development expense includes salaries, employee benefits, stock compensation expense, related overhead costs and consulting fees associated with product development, enhancements, upgrades, testing, quality assurance and documentation. Total research and development expenses were lower by $103 and $208 in the third quarter and first nine months of 2009, respectively, when compared to the same periods in the prior year. The 13% and 11% declines, respectively, were primarily the result of lower compensation and benefits expenses. We remain committed to continuously enhancing our RoninCast® software which is critical for our success as the requirements for a more sophisticated dynamic digital signage platform continue to emerge. We currently expect our research and development expenses to remain at similar levels experienced during the third quarter of 2009 for the balance of fiscal 2009.

General and administrative expense includes the salaries, employee benefits, stock compensation expense and related overhead cost of our finance, information technology, human resources and administrative employees, as well as legal and accounting expenses, consulting and contractor fees and bad debt expense. Total general and administrative expenses were lower by $1,442 and $4,181 in the third quarter and first nine months of 2009, respectively, compared to the same periods in the prior year. The 51% and 47% declines, respectively, were primarily the result of a decrease in compensation and benefits, along with contractor costs as a result of the workforce reductions taken in the third and fourth quarter of 2008, along with other staff reductions taken primarily during the first half of 2009. Total compensation to employees and contractors, including benefits and stock compensation expense totaled $862 and $3,009 for the third quarter and first nine months of 2009, respectively, compared to $1,773 and $5,866 for the same periods in the prior year. In addition to the reduction attributable to the workforce reductions taken in 2008, our stock compensation expense decreased $380 during the first nine months of 2009 when compared to the prior year period. Professional fees paid to outside legal and accounting firms also decreased for both periods presented. During the third quarter and first nine months of 2009 our fees paid to outside consultants totaled $109 and $417, respectively, compared to $356 and $1,033 for the same periods in the prior year. The remaining decreases were due to an across-the-board reduction in almost all expense categories as a result of better aligning our expenses with the lower levels of revenue.

We will continue to monitor our operating expenses in relationship to our revenue levels and make the necessary cost reductions to the point where it will not significantly impact our ability to service our customers.

Interest Expense

Interest expense decreased to $6 from $18 during the first nine months of 2009 compared to the same period in the prior year. The decrease was the result of reduced debt balances under our capital leases.

Interest Income

Interest income was lower by $59 and $436 in the third quarter and first nine months of 2009, respectively, when compared to the same periods in the prior year. The decreases in interest income were due to significantly lower cash balances and a lower realized interest rate yield on our investments during the 2009 periods compared to the same periods in the prior year. Our average cash, cash equivalents and marketable securities during the first nine months of 2009 was $10,360 with an average annual yield of 0.65% compared to $23,803 with an average annual yield of 2.34% for the same period in the prior year.

Liquidity and Capital Resources

Operating Activities

We do not currently generate positive cash flow. Our investments in infrastructure have been greater than sales generated to date. As of September 30, 2009, we had an accumulated deficit of $72,241. The cash flow used in operating activities was $6,395 and $11,252 for the nine months ended September 30, 2009 and 2008, respectively. The decrease in cash used in operations was primarily due to a reduction in our net loss during the first nine months of 2009 compared to the same period in 2008. Cash provided by changes in our working capital accounts were positive for both periods presented, which for the first nine months of 2009 and 2008 totaled $533 and $761, respectively. Cash generated from changes to our working capital asset accounts, which includes accounts receivable, inventory and prepaid and other assets during the first nine months of 2009, totaled $1,142. This increase was a result of a sequential decline in our revenues from the first quarter to the third quarter of 2009. This compares to a net increase for the first nine months of 2008 in these accounts of $584 primarily as a result of a significant level of uncompleted projects included in inventory as of September 30, 2008. The decline in asset accounts for the nine month period ended September 30, 2009 was partially offset by lower liability and deferred revenue accounts which totaled $609. Our accrued liabilities declined $524 during the first nine months of 2009 primarily as a result of continued severance payments made to the former CEO and CFO. The increase in asset accounts for the nine month period ended September 30, 2008 was partially offset by higher liability and deferred revenue accounts which totaled $1,345. Of this amount, $646 related to an increase in accrued expenses as a result of recording a severance accrual in the second and third quarter of 2008 which totaled $639. The remaining increase was due to higher levels of accounts payable and deferred revenue as a result of an increase in uncompleted projects for both Chrysler LLC and KFC at the end of September 2008.

Investing Activities

Net cash provided by investing activities was $8,178 and $6,834 for the nine months ended September 30, 2009 and 2008, respectively. The increase in cash provided by investing activities was due to net sales of marketable securities of $8,301 during the nine months of 2009 compared to $7,719 for the same period in prior year, partially offset by purchases of capital equipment of $123 during the first nine months of 2009 compared to $885 for the same period in the prior year. We currently anticipate our capital expenditures to remain at a similar level to that experienced during the first nine months of 2009 for the balance of year; however, if the Company's hosting revenues were to significantly increase, there could be a need to make additional capital equipment investments to support our network operation center. During the second quarter 2009 we moved our investments held in marketable securities as they matured into a commercial paper sweep account with US Bank Corp which currently carries an A-1 P-1 rating.

Net cash provided by financing activities was $114 and $471 for the first nine months of 2009 and 2008, respectively. Cash generated from the exercise of stock options, warrants and shares issued through our associate stock purchase plan totaled $98 and $553 for the first nine months of 2009 and 2008, respectively. In addition, the amount of restricted cash declined $72 during the first nine months of 2009. These amounts were partially offset by principal payments made on various capital leases due to expire during 2009.

We have historically financed our operations primarily through sales of common stock, exercise of warrants, and the issuance of notes payable to vendors, shareholders and investors. Based on our current and anticipated expense levels and our existing capital resources, we anticipate that our cash balance, including the net proceeds of the registered direct common stock offering we closed on November 9, 2009 (see "Subsequent Event" below), will be adequate to fund our operations for at least the next twelve months. Our future capital requirements, however, will depend on many factors, including our ability to successfully market and sell our products, develop new products and establish and leverage our strategic partnerships and reseller relationships. In order to meet our needs should we not become cash flow positive or should we be unable to sustain positive cash flow, we may be required to raise additional funding through public or private financings, including equity financings. Any additional equity financings may be dilutive to shareholders, and debt financing, if available, may involve restrictive covenants. Adequate funds for our operations, whether from financial markets, collaborative or other arrangements, may not be available when needed or on terms attractive to us, especially in light of recent turmoil in the credit markets. If adequate funds are not available, our plans to operate our business may be adversely affected and we could be required to curtail our activities significantly. We may need additional funding in the future. Necessary funding may not be available on terms that are favorable to the company, if at all.

Contractual Obligations

Although we have no material commitments for capital expenditures, we anticipate levels of capital expenditures consistent with our current levels of operations, infrastructure and personnel for the remainder of fiscal 2009.

Operating and Capital Leases

At September 30, 2009, our principal commitments consisted of long-term obligations under operating leases. We lease approximately 19,000 square feet of office and warehouse space located at 5929 Baker Road, Minnetonka, Minnesota under a lease that extends through January 31, 2013. In addition, we lease office space of approximately 10,000 square feet to support our Canadian operations at a facility located at 4510 Rhodes Drive, Suite 800, Windsor, Ontario under a lease that extends through June 30, 2014.

The following table summarizes our obligations under contractual agreements as of September 30, 2009 and the time frame within which payments on such obligations are due:

                                                             Payment Due by Period
                                                  Less Than                                        More Than
 Contractual Obligations            Total          1 Year         1-3 Years       3-5 Years         5 Years
 Capital Lease Obligations
(including interest)              $       15     $        15     $         -     $         -     $           -
 Operating Lease Obligations             948             269             613              66                 -
 Total                            $      963     $       284     $       613     $        66     $           -

Based on our working capital position at September 30, 2009, we believe we have sufficient working capital to meet our current obligations.

Subsequent Event

On November 4, 2009, we entered into agreements to sell approximately $6,661 of our common stock in a registered direct offering pursuant to our existing shelf registration statement (File No. 333-161700), which was declared effective by the Securities and Exchange Commission on September 29, 2009. On November 9, 2009, we issued 2,297,000 shares of common stock at $2.90 per share pursuant to these agreements and obtained net proceeds of approximately $6,045, which we plan to use for general corporate purposes, including working capital.